Copyright © 2001 American Industrial Heat Transfer, Inc.
STANDARD TERMS AND CONDITIONS OF SALE (2/3)
IMPLIED, INCLUDING BUT NOT BY WAY OF LIMITATION, ANY IMPLIED
WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE, ON ANY ORDER EXCEPT THAT
SELLER WARRANTS TITLE TO ALL GOODS FURNISHED BY SELLER AND
EXCEPT THAT SELLER WARRANTS FOR A PERIOD OF ONE YEAR FROM THE
DATE MARK LOCATED ON THE SELLER'S IDENTIFICATION TAG THAT ALL
GOODS DESCRIBED ON SELLER'S ACKNOWLEDGMENT OF PURCHASER'S
PURCHASE ORDER WILL BE MANUFACTURED IN ACCORDANCE WITH THE
SPECIFICATIONS, IF ANY, SET FORTH IN SAID PURCHASE ORDER AND
EXPRESSLY ACCEPTED IN SELLER'S ACKNOWLEDGMENT SUBJECT TO
SELLER'S STANDARD MANUFACTURING VARIATIONS AND PRACTICES. IN
THE CASE OF COMPONENTS OR ACCESSORIES FURNISHED BY SUPPLIERS
TO SELLER, PURCHASER'S WARRANTY FROM SELLER SHALL BE LIMITED
TO THE WARRANTY OF THE COMPONENT OR ACCESSORY SUPPLIER. THE
FOREGOING WARRANTIES ARE THE SOLE AND EXCLUSIVE WARRANTIES
APPLICABLE TO THE GOODS DELIVERED, AND ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WAR-
RANTY OF MERCHANTABILITY, ARE HEREBY EXPRESSLY DISCLAIMED
AND NEGATED. WITHOUT LIMITING THE GENERALITY OF THE FOREGO-
ING, PURCHASER ACKNOWLEDGES THAT SELLER'S PRODUCTS ARE NOT
PACKAGED OR PROTECTED FOR LONG PERIODS OF STORAGE AND THUS
MAY CORRODE OR RUST OVER TIME.
Damaged Goods. If any goods should arrive at Purchaser's destination in a damaged
condition or should a shortage occur, Purchaser shall immediately report the damage or
shortage to the delivering carrier and to Seller. Any loss or shortage occasioned by
damage or otherwise occurring in transit will be for account of Purchaser. Allegedly
defective goods or parts are to be returned by Purchaser to a destination specified by
Seller, freight charges prepaid by Purchaser. All repairs and replacements are subject
to verification and inspection by Seller. Seller shall not be responsible for costs of de-
installation and re-installation of goods or parts returned.
Claims. Claims respecting the condition of goods, compliance with specifications or
any other matter affecting goods shipped to Purchaser must be made promptly and,
unless otherwise agreed to in writing by Seller, in no event later than twenty-one (21)
days after receipt of the goods by Purchaser. Purchaser shall set aside, protect and
hold such goods without further processing until Seller has an opportunity to inspect
and advise of the disposition, if any, to be made of such goods. In no event shall any
goods be returned, reworked or scrapped by Purchaser without the express written
authorization of Seller. If field service is rendered by the Seller at Purchaser's request
and the alleged defect is found not to be with the Seller's product, component or
accessory, the Purchaser shall pay for the time and expenses of the field representative.
Bills for service, labor or other expenses that have been incurred by the Purchaser,
their customer or agent, without approval or authorization by the Seller, will not be
accepted. Changes or repairs attempted or made in the field without Seller's written
authorization automatically void all warranties.
LIMITATION OF PURCHASER'S REMEDIES. PURCHASER'S REMEDIES WITH
RESPECT TO ANY CLAIM ARISING OUT OF ANY ORDER, ANY GOODS
DELIVERED PURSUANT TO ANY ORDER AND EXPRESSLY ACCEPTED IN
SELLER'S ACKNOWLEDGMENT, OR SELLER'S PERFORMANCE IN CONNEC-
TION WITH ANY ORDER, INCLUDING, WITHOUT LIMITATION, ANY CLAIM
ARISING OUT OF ANY RECALL, DEFECT OR ALLEGED DEFECT IN ANY
GOODS OR SERVICES FURNISHED BY SELLER, SHALL BE LIMITED
EXCLUSIVELY TO THE RIGHT OF REPAIR OR REPLACEMENT OF SUCH
GOODS OR SERVICES, AT SELLER'S OPTION. WITHOUT IN ANY WAY
LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL
SELLER BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAM-
AGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF ANTICIPATED
PROFITS INCURRED BY PURCHASER WITH RESPECT TO ANY GOODS OR
SERVICES FURNISHED BY SELLER, OR ANY DAMAGES ARISING FROM
INJURIES TO PERSONS AS A RESULT OF PURCHASER'S OR A THIRD PARTY'S
NEGLIGENCE. SELLER'S WARRANTY DOES NOT COVER FAILURES
RESULTING FROM THE IMPROPER INSTALLATION, MOUNTING DESIGN OR
APPLICATION OR FROM CORROSION. THE PROVISIONS OF THIS PARA-
GRAPH ARE A MATERIAL TERM OF THIS TRANSACTION.
Warranty Procedures. If Purchaser experiences a problem with Sellers goods and
believes that it is covered by Seller's warranty, or Purchaser has equipment that needs
to be repaired or replaced, contact Seller through Purchaser's local distributor. The
basic information that Purchaser will need to begin the process is the complete
nameplate data. Products will not be accepted for return unless an RGA (Return Goods
Authorization) number has been assigned by Seller and the product for return or repair
is shipped prepaid. Products returned for warranty evaluation must be complete
(without missing components), and unaltered (not disassembled, manipulated cleaned
or the like). The product(s) must have the original model tag fully intact. Products
returned for warranty consideration are subject to a $100 minimum fee plus any
additional handling charges in the event that the reason for the return is not covered by
Seller's warranty. Additional handling fees are to cover the cost of failure analysis,
testing and the like. All handling charges will be waived for products that are subject
to a valid warranty claim. Products to be returned for warranty are to be shipped
prepaid via Seller assigned carrier.
Returns and Returns Procedures. In order to return a product for credit, test, or repair,
Purchaser must follow the procedures outlined in this paragraph and, in the case of
repairs, the immediately following paragraph. Failure to follow return procedures
could result in lost items, delays, additional service charges, warranty denial or refusal
of shipment. All items being returned to Seller must be accompanied with an RGA
(Return Goods Authorization) number for identification purposes. Products returned
without a clearly marked RGA number will not be processed. RGA numbers can be
obtained only through Seller. Products being returned for restock and credit must be
complete (without missing components), unused, and within one year of original
factory purchase. The products must have the original model tag fully intact. Returned
products must be free of dents, customer applied paint, rust, or any permanent
alterations of any type. Products shipped for restock are to be shipped prepaid. Heat
exchangers being returned for credit are subject to a 30% restocking charge. Other
items such as, without limitation, valves and temperature controls are subject to a 15%-
50% restocking charge to be determined by the products’ usage or salability.
Restocking charges are applied to cover the cost or the retest and refitting equipment to
new condition. Seller will issue credit only after a thorough inspection has been
performed. NO DEBITS WILL BE HONORED UNTIL AFTER RETURN INSPEC-
TION APPROVAL.
Repairs. Products being returned for repair, refit, test or similar matters must be
drained completely prior to shipment. Purchaser must clearly label the product with
information to identify the Purchaser and Seller's RGA number. Purchaser should also
include a note with instructions for service, failure, nature of problem and the fluids
that are used inside of the product. A base handling charge of $100 will be applied for
each product regardless of condition that it is in when returned for evaluation.
Products being returned for evaluation must be shipped prepaid. Quotations for repair,
test, cleaning, and similar matters will be issued shortly after return to Seller. All
products returned shall be considered abandoned by Purchaser and may be scrapped if
the Purchaser or shipper renders no disposition instructions after 45 days from
notification by written quotation. Seller does not warranty any repaired products under
any circumstances. Products repaired and the repairs are the sole responsibility of the
owner of the products. Products sent to Seller for evaluation will be returned, upon
request and at the owner’s expense.
Quality Assurance. Seller shall have no obligation to ensure that any goods or services
purchased from Seller meet any special quality assurance specifications and/or other
requirements unless such specifications and/or other requirements are set forth in
Purchaser's purchase order or separately provided in writing to Seller and, in either
case, expressly accepted in this Seller's Acknowledgment and Purchaser represents that
goods which it purchases from Seller will not be applied by Purchaser or resold by
Purchaser for application to, any critical end use, including, without limitation, use in
connection with or in any way related to the construction or operation of a nuclear
facility unless the appropriate specification and/or other requirement for such end use
is set forth in Purchaser's purchase order and is expressly accepted in a separate writing
by Seller. In the event that any such goods or any services supplied by Seller in
connection therewith are applied to a critical end use without the appropriate
specification and/or other requirement therefor having been set forth in Purchaser's
purchase order and expressly accepted in a separate writing by Seller, Purchaser shall
indemnify and hold Seller harmless against any and all damages or claims for damages
made by any person for any injury, fatal or nonfatal, to any person or for any damage
to the property of any person incident to or arising out of such application, including,
without limitation, any loss resulting from radioactive, toxic, explosive, or other
hazardous properties of source material, special nuclear material, or by-product
material as such terms are defined in the Atomic Energy Act of 1954 or any law
amendatory thereof or regulations adopted pursuant thereto. The Seller reserves the
right to improve its products through changes in design or material, as it may deem
desirable without being obligated to incorporate such changes in products of prior
manufacture.
Cancellation. Purchaser Orders cannot be cancelled without cause by Purchaser
without the express written consent of the Seller. Should Purchaser attempt to cancel
an order without cause, Purchaser shall reimburse Seller against all loss occasioned by
such cancellation, including loss of anticipatory profits and liability for commitments
made by Seller relating to the Purchase Order and shall purchase any existing
inventory and work in process which Seller has in its possession to fulfill Seller's
existing orders for Purchaser at the time of cancellation. As used herein, "cause" shall
mean a material breach of Seller's duties and obligations hereunder and the failure to
cure such breach after Purchaser notifies Seller of such breach and affords Seller a
reasonable time to cure same.
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